Neiman Marcus 2009 Annual Report Download - page 328

commit to make monthly payments to Bank based upon the Risk Adjusted Margin forecast, or to have Bank withhold or reduce any
portion of the Merchant Participation payments. Simultaneous with any such commitment, (x) NMG shall classify the amounts to be
paid by NMG as 9.1(c)(ii)(A) and/or the amounts NMG instructs Bank to withhold or reduce as 9.1(c)(ii)(B), with the clarification
that the same dollar cannot be classified under both such categories, and (y) NMG shall inform Bank of the level to which NMG shall
commit to increase Post MP RAM, and the number of months for which NMG commits to increasing Post MP RAM ([***]). At the
end of the period of the commitment, Bank will calculate the difference between the estimated payments made by NMG under this
provision, or reduction in Merchant Participation payments under this provision, versus the difference between the Post MP RAM for
such period and the level to which NMG has committed to increase Post MP RAM for such period, and Bank shall notify NMG of any
shortfall or excess, which will be offset by a transfer of funds between the Parties in the following quarterly settlement. For the
avoidance of doubt, in no case shall the offset by transfer of funds from Bank to NMG for an excess payment be more than the amount
paid by NMG to Bank (and / or reduced from Bank's payments to NMG) pursuant to Section 9.1(c)(ii). If NMG desires to extend its
commitment ([***]) to increase Post MP RAM, then NMG shall notify Bank at least [***] in advance of the first day of the first
impacted month. At any time at which the Rolling 3 Month Post MP RAM (calculated without including any payments or reductions
made pursuant to this Section 9.1(c) as a reduction to Merchant Participation or an addition to Risk Adjusted Margin) is at least [***],
Bank shall be obligated to accept such payment or reduction commitment referred to in clause (ii) above. At any time at which the
Rolling 3 Month Post MP RAM (calculated as stated in the immediately preceding sentence) is less than [***], the implementation of
any such commitment shall be subject to Bank's prior written approval, which approval shall be granted or withheld within [***] of
receipt of such proposal and which approval shall not be unreasonably withheld by Bank.
9.2 Dispute Resolution. Any disputes regarding the amounts owed under this Agreement shall be resolved in
accordance with Section 12.3.
ARTICLE X
INTELLECTUAL PROPERTY
10.1 The NMG Licensed Marks.
(a) Grant of License to Use the NMG Licensed Marks. Subject to the terms and conditions of this Agreement,
NMG hereby grants to Bank a non-exclusive, royalty-free, non-transferable right and license to use the NMG Licensed Marks (i) with
respect to the Program in the United States in connection with the creation, establishment, marketing and administration of, and the
provision of services related to, the Program and (ii) in connection with any sale permitted by this Agreement of the Accounts and
Cardholder Indebtedness to third parties for liquidation. All uses of the NMG Licensed Marks shall be in accordance with this
Agreement and any Trademark Style Guide delivered by NMG to Bank from time to time (which NMG shall so deliver), including
that (A) Bank shall not modify, change, alter, delete from or add to the NMG Licensed Marks, including but not limited to any change
in text, graphics or color, without the written consent of NMG, (B) Bank shall not use the NMG Licensed Marks
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